CONTRACT made this __ day of._________,1997 (this "Contract"), by and between MANDELA HOMES LIMITED PARTNERSHIP, a limited partnership organized pursuant to Mass. General Laws, c. 109 (the "Owner"), and the CITY OF BOSTON, a municipal corporation of the Commonwealth of Massachusetts (the "City"); acting under Massachusetts General Laws Chapter 121A, section 6A, and every other power and authority hereto enabling.


WHEREAS, there has been filed on behalf of the Owner with the Boston Redevelopment Authority of the Commonwealth of Massachusetts (the "Authority") an application date August __, 1997 (the "Application"), under the provisions of Massachusetts General Laws, Chapter 121A, as amended, and Chapter 652 of the Acts of 1960, as amended, for approval of a transfer of a project situated in the City of Boston, said project being more particularly described in paragraph 1 of said Application (the "Property");

WHEREAS, the Property consists of two existing Chapter 121A developments known as the Westminster Project and the Willard Project, which commonly are now referred to as Mandela Homes;

WHEREAS, all of the land underlying the Westminster Project and the Willard Project, together with the 74-unit apartment building located at 10 Hammond Street (hereinafter called the "Hammond Property"), have been acquired in fee simple by Hammond Street Limited Partnership, a Massachusetts limited partnership (the "Hammond Partnership");

WHEREAS, fee simple title in the balance of the improvements which comprise the Westminster Project and the Willard Project has been acquired by the Owner;

WHEREAS, the Hammond Partnership and the Owner have entered into a ground lease whereby the Hammond Partnership has leased to the Owner the land which underlies the improvements owned by the Owner;

WHEREAS, for purposes of this Contract, the "Project" is deemed to be the nine (9) apartment buildings which contain approximately 202 residential apartments and commercial facilities as well as all related improvements owned by the Owner;

WHEREAS, the Authority approved the Application by a vote on _______ __,

WHEREAS, the Mayor of the City of Boston approved the aforementioned vote of the Authority on_________, 1997; and

WHEREAS, the Certificate of Vote of the Authority and the approval of the Mayor of the City of Boston were filed with the office of the City

Clerk on _______ _, 1997.


1. The Owner hereby agrees with the City as follows:

(a) To carry out the Project by rehabilitating, maintaining and managing the same in accordance with the Application, the provisions of Massachusetts General Laws, Chapter 121 A, as now in effect, and the Rules and Regulation of the Authority, as now in effect, all as set forth in the Report and Decision (as defined in the Application) approving said Project.

(b) To perform all of the obligations as Owner under the Regulatory Agreement required pursuant to the provisions of Massachusetts General Laws, Chapter 121A, section 18C.

(c) To pay to the Commonwealth of Massachusetts with respect to each year that this contract is in full force and effect, the urban redevelopment excise tax required under Section 10 of said Chapter 121A.

(d) To file with the Assessors within fifteen (15) days of the end of each calendar year during which this Contract is in effect a statement of the income and expenses of the Project and the amounts invested in the rehabilitation of the Project.

(e) To file with the Assessors within ninety (90) days of the end of each calendar year during which this Contract is in effect an audited report, prepared by a Certified Public Accountant, consisting of a statement of profits and loss, a balance sheet, and a statement of receipts and disbursements for the preceding calendar year, and a certified copy of the Owner's urban redevelopment excise tax return as submitted to the Department of Corporations and Taxation.

(f) To submit to the Commissioner of Assessing or his designated representative written authorization to examine all urban redevelopment excise tax returns and attachments thereto filed by the Owner with the Department of Taxation.
The phrase, "total income from the Project" shall be deemed to mean the aggregate of the gross basic rentals and other income received by the Owner from whatever source derived, including the occupants of the Project, and all income received by the Owner pursuant to a Housing Assistance Payments Contract with the U.S. Department of Housing and Urban Development, pursuant to Section 8 of the Housing Act of 1937, as amended, or any similar successor subsidy program.
For purposes of the calculations of payments under this Contract, Chapter 121A, and the Regulatory Agreement executed between the Owner and the Authority of even date herewith (the "Regulatory Agreement"), the parties to this Contract acknowledge and agree that that City's
Assessing Department has determined the maximum fair cash value of the Project pursuant to Section 10 of Chapter 121A to be $1,295,730.

2. Furthermore, the City and/or the Authority can make an annual audit of all financial records pertaining to the operations of the Project under its 121A status and can engage the services of a private accounting firm to undertake such an audit.

If the Owner is found to have deliberately withheld information on or misrepresented collection from the Project, relative to its payments in lieu of taxes, the Owner will be required to pay all arrearages plus interest on that amount owed the City (with an interest rate equal to the rate charged in delinquent property tax accounts by the City's Assessing Department), and in addition will be required to pay and/or reimburse the City for all expenses, including the cost of the audit, incurred as a result of the situation.

3. The Assessors agree at all times to cause information required to be submitted to the State Tax Commission under said Chapter 121A to conform to the provisions of this Contract.

4. The obligations of the Owner under this Contract are conditioned in all respects upon the issuance to them of all permissions, including without limiting the generality of the foregoing: all variances, permits and licenses which may be required with respect to the rehabilitation, maintenance and management of the Project, as specified in the Application or reserved therein, and the closing of the mortgage loans for the Project. The Owner shall not be held in any way liable for delays which may occur in the rehabilitation, repair, maintenance or management of the Project, or otherwise, by reason of scarcity of materials or labor, labor difficulties, damage by fire or other casualty or any other cause beyond the Owner's reasonable control.

5. The Owner and the City further agree that, without written approval of both parties, any amendments, subsequent to the execution of this Contract, of the provisions of G.L. Chapter 121A, as now amended, or the rules and regulations and standards prescribed by the Authority now applicable to the Project shall not affect the Project.

6. If the Owner or any mortgagee of the Project proposes, acting either under the provisions of the last paragraph of Section 11 or under Section 16A of said Chapter 121A, to transfer the Project to a different entity. Sections l(a) through l(c) inclusive, and Sections 3 through 9 inclusive of this Contract shall, upon such transfer, be assigned to and binding upon any transferee.

7. The provisions of this Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors, administrators, successors in office or interest, and assigns.

8. The term of this contract shall be for the term of the Regulatory Agreement, which expires on October 18, 2008.

9. No General or Limited Partner of the Owner shall have any personal liability for the performance of the obligations of or for the payment of amounts owed by the Owner hereunder.

10. The City hereby approves the anticipated transfer by the Hammond Partnership of all of its right, title and interest in and to the Hammond Property to the Owner, which transfer is expected to occur in 1998 after the Hammond Partnership receives an allocation of low income housing tax credits from the Commonwealth of Massachusetts Department of Housing and Community Development. Upon the conveyance of the Hammond Property to the Owner, the Hammond Property will be incorporated into this Contract. At that time, the maximum fair cash value stated in Section 1 of this Contract will be revised to be $2,486,845.
Executed as a sealed instrument the day and year first above written.


By: Mandela New Life Redevelopment Corporation, its
General Partner
Commissioner of Assessing
Thomas Menino, Mayor

Corporation Counsel
TRADOCS: 1040176.4